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Exhibit 4.1    
    


THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

NEUROMETRIX, INC.  


        NeuroMetrix, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 


        1.     The
name of the Corporation is NeuroMetrix, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of
Delaware was April 25, 2001 under the name "New NeuroMetrix, Inc." (the "Original Certificate"). 


        2.     A
Certificate of Merger was filed with the Secretary of State of the State of Delaware on May 14, 2001 merging NeuroMetrix, Inc., a Massachusetts
Corporation, with and into the Corporation under the name "NeuroMetrix, Inc." (the "Certificate of Merger"). 


        3.     The
Original Certificate, as amended by the Certificate of Merger, was amended and restated by an Amended and Restated Certificate of Incorporation filed with the
Secretary of State of the State of Delaware on December 19, 2002 (the "Amended and Restated Certificate"). 



        4.     The
Amended and Restated Certificate was amended by a Certificates of Amendment filed with the Secretary of State of the State of Delaware on March 12, 2004 and
June 21, 2004 (the "Certificates of Amendment"). 


        5.     The
Amended and Restated Certificate, as amended by the Certificates of Amendment, was amended and restated by a Second Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on July 15, 2004 (the "Second Amended and Restated Certificate"). 


        6.     This
Third Amended and Restated Certificate of Incorporation (this "Certificate") amends, restates and integrates the provisions of the Second Amended and Restated
Certificate, as amended by the Certificate of Amendment, and was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the Delaware General Corporation Law (the
"DGCL"). 


        7.     The
text of the Second Amended and Restated Certificate is hereby amended and restated in its entirety to provide as herein set forth in full. 


ARTICLE I  


        The name of the Corporation is NeuroMetrix, Inc. 


ARTICLE II  


        The address of the Corporation's registered office in the State of Delaware is 2711 Centerville Road Suite 400, Wilmington, New Castle County. The name of the
Corporation's registered agent at such address is Corporation Service Company. 


ARTICLE III  


        The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. 







 
ARTICLE IV  


CAPITAL
STOCK 


        The
total number of shares of capital stock which the Corporation shall have authority to issue is fifty-five million (55,000,000) shares, of which (i) fifty million
(50,000,000) shares shall be a class designated as common stock, par value $0.0001 per share (the "Common Stock"), and (ii) five million (5,000,000) shares shall be a class designated as
undesignated preferred stock, par value $0.001 per share (the "Undesignated Preferred Stock"). 



        The
number of authorized shares of the class of Undesignated Preferred Stock may from time to time be increased or decreased (but not below the number of shares outstanding) by the
affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote, without a vote of the holders of the Undesignated Preferred Stock (except as otherwise
provided in any certificate of designations of any series of Undesignated Preferred Stock). 


        The
powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth
below in, this Article IV. 


A.
COMMON STOCK 


        Subject
to all the rights, powers and preferences of the Undesignated Preferred Stock and except as provided by law or in this Article IV (or in any certificate of designations of
any series of Undesignated Preferred Stock): 


                                (a)    the
holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the "Directors") and on all other matters
requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided,
however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (or on any amendment to a certificate of
designations of any series of Undesignated Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Undesignated Preferred Stock if
the holders of such affected series are entitled to
vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate (or pursuant to a certificate of designations of any series of
Undesignated Preferred Stock) or pursuant to the DGCL; 


                                (b)    dividends
may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of
dividends, but only when and as declared by the Board or any authorized committee thereof; and 


                                (c)    upon
the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the
holders of the Common Stock. 


B.
UNDESIGNATED PREFERRED STOCK 


        The
Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide for the issuance of the shares of Undesignated
Preferred Stock in one or more series of such stock, and by filing a certificate pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of
each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of
the shares of each series and any qualifications, limitations and restrictions thereof. 


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ARTICLE V  


STOCKHOLDER
ACTION 


        1.    Action without Meeting.    Except as otherwise provided herein, any action required or permitted to be taken by
the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken
or effected by a written consent of stockholders in lieu thereof. 


        2.    Special Meetings.    Except as otherwise required by statute and subject to the rights, if any, of the holders
of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the
affirmative vote of a majority of the Directors then in office. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders
of the Corporation. 


ARTICLE VI  


DIRECTORS



        1.    General.    The business and affairs of the Corporation shall be managed by or under the direction of the Board
of Directors except as otherwise provided herein or required by law. 



        2.    Election of Directors.    Election of Directors need not be by written ballot unless the By-laws of
the Corporation (the "By-laws") shall so provide. 


        3.    Number of Directors; Term of Office.    The number of Directors of the Corporation shall be fixed solely and
exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock,
shall be classified, with respect to the term for which they severally hold office, into three classes, as nearly equal in number as reasonably possible. The Directors of the Corporation initially
will be assigned to be Class I Directors, Class II Directors and Class III Directors of the Corporation in accordance with a resolution or resolutions adopted by the Board of
Directors. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2005, the initial Class II Directors shall serve for a term
expiring at the annual meeting of stockholders to be held in 2006, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2007.
At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of
stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier
resignation or removal. 


        Notwithstanding
the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall
have the right, voting
separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable thereto. 



        4.    Vacancies.    Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to
elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an
increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the
remaining 


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Directors
then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director's successor shall have been duly elected and qualified or
until his or her earlier resignation or removal. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors, when the number of Directors is
increased or decreased, the Board of Directors shall, subject to Article VI.3 hereof, determine the class or classes to which the increased or decreased number of Directors shall be
apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board of Directors, the remaining
Directors, except as otherwise provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled. 


        5.    Removal.    Subject to the rights, if any, of any series of Undesignated Preferred Stock to elect Directors and
to remove any Director whom the holders of any such stock have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from
office (i) only with cause and (ii) only by the affirmative vote of the holders of 75% or more of the shares then entitled to vote at an election of Directors. At least
forty-five (45) days prior to any meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal and the alleged
grounds thereof shall be sent to the Director whose removal will be considered at the meeting. 


ARTICLE VII  


LIMITATION
OF LIABILITY 


        A
Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability
(a) for any breach of the Director's duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after
the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the DGCL, as so amended. 


        Any
repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any
right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a person serving as a Director at the time
of such repeal or modification. 


ARTICLE VIII  


AMENDMENT
OF BY-LAWS 


        1.    Amendment by Directors.    Except as otherwise provided by law, the By-laws of the Corporation may
be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office. 



        2.    Amendment by Stockholders.    The By-laws of the Corporation may be amended or repealed at any
annual meeting of stockholders, or special meeting of stockholders called for such purpose as provided in the By-laws, by the affirmative vote of at least 75% of the outstanding shares
entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that
stockholders approve such amendment or repeal at such meeting 


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of
stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single
class. 


ARTICLE IX  


AMENDMENT
OF CERTIFICATE OF INCORPORATION 


        The
Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this Certificate, and all rights conferred upon
stockholders herein are granted subject to this reservation. Whenever any vote of the holders of voting stock is required to amend or repeal any provision of this Certificate, and in addition to any
other vote of holders of voting stock that is required by this Certificate or by law, such amendment or repeal shall require the affirmative vote of the majority of the outstanding shares entitled to
vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders
called expressly for such purpose; provided, however, that the affirmative vote of not less than 75% of the outstanding shares entitled to vote on such
amendment or repeal, and the affirmative vote of not less than 75% of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of
Article V, Article VI, Article VII, Article VIII or Article IX of this Certificate. 


[End
of Text] 


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        THIS
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this 27th day of July, 2004. 



	 	 	NEUROMETRIX, INC.
	

 	
 	

By:	

/s/  SHAI N. GOZANI, M.D., PH.D.      
 Shai N. Gozani, M.D., Ph.D.

President and Chief Executive Officer




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Exhibit 4.1